Operational matters do not include the setting of the Group Strategy or budgets for the Group as a whole or raising of equity or debt finance; these remain matters for the full Board to decide on along with anything which requires shareholder consultation or approval, such as results announcements, the Annual Report or Class 1 Circulars.
Where Directors have concerns which cannot be resolved about the running of the Company or a proposed action, these concerns are recorded in the Board minutes. It is the policy of the Company that if a Director resigns, concerns expressed are provided in a written statement to the Chairman for circulation to the Board.
It is the responsibility of the Company Secretary to ensure appropriate insurance cover is maintained in respect of legal actions against Directors. The level of cover is currently £10 million.
The Board is also responsible for the financing of the Group, material capital commitments, commencing or settling major litigation, corporate acquisitions and disposals and appointments to subsidiary company boards and anything else which may materially affect the Group’s performance. Comprehensive papers which deal with all material issues are circulated in advance of each meeting.
The Board undertakes an annual performance review.This review looks at all key aspects of the Board’s responsibilities and identifies areas for improvement.
There is an agreed procedure for Non-Executive Directors, as well as
Executive Directors, to take independent professional advice and training at the Company’s expense.This is in addition to the access which every Director has to the Company Secretary.
The Secretary is charged by the Board with ensuring that Board procedures are followed.
When new members are appointed to the Board, access is available to appropriate external training courses and to advice from the Company’s solicitors in respect of their role and duties as a public company Director if required.
The Non-Executive Directors are appointed for three year terms which are subject to re-election. Any term beyond six years for a Non-Executive is rigorously reviewed, looking at the requirement to refresh the Board.
The differing roles of Chairman and Chief Executive are acknowledged and are separate.The key functions of the Chairman are to conduct Board meetings and meetings of shareholders and to ensure that all Directors are properly briefed in order to take a full and constructive part in Board discussions.The Chief Executive is required to develop and lead business strategies and processes to enable the Group’s business to meet the requirements of its clients and needs of its staff and shareholders.The Non-Executive Directors hold meetings with the Chairman without the Executives present at least twice a year.The Non-Executives met during the year, led by the Senior Non-Executive Director, to appraise the Chairman’s performance.The Executive
Directors have their performance individually reviewed by the Chief Executive against annually set objectives. The Chief Executive has his performance reviewed by the Chairman and Senior Independent Non-Executive Director.
Concerns relating to the executive management of the Company or the performance of the other Non-Executive Directors may be raised with the Senior Independent Non-Executive Director.
The Senior Independent Director is available to shareholders if they have concerns which contact through the Chairman, Chief Executive or Finance Director has failed to resolve.
The Board is assisted by five committees - Audit, Remuneration, Nomination, Corporate Governance and Executive.The Board regularly considers its own performance and the matters reserved to it. It also monitors its performance against Group strategy and external parameters.
The Board agenda gives greater focus to business performance and strategy.
Full details of Directors’ remuneration and a statement of the Company’s remuneration policy are set out on pages 51 to 56.The members of the Remuneration Committee in 2007 are identified on page 47. Each Executive Director abstains from any discussion or voting at full Board meetings on Remuneration Committee recommendations where the recommendations have a direct bearing on his own remuneration package.